X0202 4 2005-01-28 0001094231 ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM INC ELLG.OB 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 1 0 0001211897 CAMDEN PARTNERS STRATEGIC FUND II B LP ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 1 0001160267 CAMDEN PARTNERS STRATEGIC II LLC ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 1 0001025664 WARNOCK DAVID L ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 1 0001211899 HUGHES DONALD W ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 1 0001211913 JOHNSTON RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 1 0001211905 BERKELEY RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 See Footnote 1 5% Senior Convertible Note 2005-01-28 4 J 0 666666 D 2004-04-21 2005-01-31 Common Stock 100000 0 I See Footnote 1 CPS Fund II-A and CPS Fund II-B were direct beneficial owners of 5% Senior Convertible Notes in original principal amounts of $94,400 and $5,600. CPS II and the Managing Members may be deemed indirect beneficial owners of the securities held directly by CPS Fund II-A and CPS Fund II-B as a result of their relationships described in the General Remarks. CPS II and each of the Managing Members disclaims beneficial ownership of the securities held directly by CPS Fund II-A and CPS Fund II-B, except to the extent of its or his pecuniary interest therein. Each of CPS Fund II-A and CPS Fund II-B disclaims beneficial ownership of the securities held by the other. The Issuer paid all amounts outstanding under the 5% Senior Convertible Notes held by CPS Fund II-A and CPS Fund II-B using proceeds from the public rights offering closed on January 27, 2005. Gross proceeds paid to CPS Fund II-A and CPS Fund II-B for the 5% Senior Convertible Notes were $98,046.68 and $5,816.33, respectively, for principal and interest. The number of shares into which the 5% Senior Convertible Notes were convertible and the price per share for the shares underlying such notes depended on the offering price of future equity offerings and therefore is indeterminable. Assuming conversion had occurred in the rights offering at $0.15 per share, the principal amount of the 5% Convertible Notes would have converted into 629,333 and 37,333 shares of Common Stock for CPS II-A and CPS II-B, respectively. This Form 4 is being filed jointly by Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, L.P. ("CPS Fund II-A") and Camden Partners Strategic Fund II-B, L.P. ("CPS Fund II-B"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members" and together with CPS Fund II-A, CPS Fund II-B and CPS II, the "Reporting Persons"). The Managing Members are the managing members of CPS II, which is the general partner of CPS Fund II-A and CPS Fund II-B. By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member 2005-02-02 By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member 2005-02-02 By Donald W. Hughes, Managing Member 2005-02-02 By Donald W. Hughes, Attorney-In-Fact 2005-02-02 By Donald W. Hughes 2005-02-02 By Donald W. Hughes, Attorney-In-Fact 2005-02-02 By Donald W. Hughes, Attorney-In-Fact 2005-02-02